Levin Capital Strategies LP

FEES AND COMPENSATION

The fees applicable to each Client’s Managed Account are set forth in detail in each Client’s

investment management agreement. Additionally, the fees for the Fund are set forth in detail in the

Fund’s offering documents. A brief summary of such fees is provided below.

Separately Managed Accounts and Model Portfolio

LCS generally charges Separately Managed Accounts and the Model Portfolio a management fee

of up to 1.0% per annum of assets under management, typically charged quarterly in arrears.

Certain Separately Managed Accounts can have performance fees and are subject to a “high

watermark”. Subject to negotiation, certain large-qualified Clients may obtain different fee

schedules, which may include a different performance-based fee structure. Fees for Clients are

subject to negotiation and established pursuant to each Client’s investment management agreement.

LCS, at its option, may elect not to charge a Client a management fee on a portion of the Client’s

portfolio wherein, in LCS’s opinion, the account has a “high cash” or “high cash equivalent”

(money market securities or short-term Treasury obligations) position that is in excess of 20% of

the Client’s portfolio. LCS may charge a reduced management fee for a Client’s specific securities

depending upon the Client’s portfolio security and special circumstances. Fees are paid to LCS by

a Client either by a custodian deducting fees from a Client’s account as authorized by the applicable

Client or by the Client directly.

Set forth in the chart below is the standard investment management fee structure for Separately

Managed Accounts following a “long-only” investment strategy, which is subject to negotiation:

 Net Asset Value                                     Management Fee Rate

 Under $5 Million                                    1.00% annually

 $5 million - $15 million                            0.75% annually on entire account

 $15,000,001 - $99,999,999 million:                  0.75% for the first $15 million

                                                     0.50% for additional amounts

 Over $100 million                                   Negotiable

LCS, at its discretion, may adjust the management fees borne by the Client in the event of material

additional capital contributions and withdrawals from the account. Generally, when a Client makes

capital contributions or withdrawals that in the aggregate increase or decrease the net asset value

of the Client’s account by 10% or greater during a calendar quarter (disregarding the performance

of the account), the management fees will be prorated based on the actual number of days in such

calendar quarter before and after the applicable contribution to, or withdrawal from, the account.

Generally, the investment management agreement between the Client and LCS is terminable upon

receipt of written notice of termination by either LCS or the Client. LCS generally will bill Clients

in arrears, however for those Clients that elect to be billed in advance, the Client will be entitled

to any unearned portion of the management fee upon termination.

Certain family members, employees, affiliates and affiliates of family members of LCS personnel

may have a lower fee schedule than other Clients. Certain qualified and eligible Clients may

negotiate a performance-based fee arrangement.

Any performance-based compensation (including the performance-based compensation set forth

below under “The Fund”) will be charged or allocated, as applicable, in accordance with Section

205 of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 205-

3.

The Private Fund

The management fee and incentive reallocation applicable to the Private Fund are set forth in detail

in the Private Fund’s confidential offering memorandum, and a brief summary of those fees and

reallocations are provided below. Please refer to the Private Fund’s offering memorandum for a

more complete description of the applicable fees, reallocations, and series that are offered.

Different series of interests may have different fees and/or liquidity terms including “lock-up”

structures.

LCS receives a monthly management fee equal to up to 1.0% per annum from the Private Fund.

Fees accrue monthly in arrears and are payable at the end of each month. LCS and its affiliates

reserve the right to waive or impose different management fees or otherwise modify the

management fee arrangements of an existing investor with the consent of such investor.

LCS and its affiliates are generally entitled to, at the end of each fiscal year, up to 20% of the net

annual profits of the Private Fund. Any incentive reallocation will only be reallocated with respect

to the net profits, which generally include realized gains and losses, and unrealized appreciation

and depreciation of securities held in the Fund’s portfolio, dividends and interest, less applicable

Fund expenses, and are generally subject to a “high water mark.” LCS and its affiliate reserve the

right to waive or impose different incentive allocations or otherwise modify the incentive allocation

arrangements of an existing investor with the consent of such investor.

LCS, its employees, and certain family-related accounts may invest in the Fund. LCS employees

and certain family-related accounts may not incur the Fund's management fee or incentive

allocation/fee. This is at the discretion of the Fund’s Managing General Partner.

The Private Fund has the authority to enter into agreements or other similar arrangements

(collectively, “Side Letters”) with one or more investors that provide such investors with additional

and/or different rights from other investors (including access to certain fund information).

Fund and Managed Account Expenses

LCS’s management fee with respect to each Managed Account does not include (a) brokerage
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TYPES OF CLIENTS

As previously noted, LCS generally provides investment advice to Separately Managed Accounts,

Model Portfolio, and the Private Fund on a discretionary basis. Beneficial owners of Separately

Managed Accounts include U.S. pension plans, corporations, institutional accounts, high-net-worth

individuals, foundations, individuals, trusts and estates, and other sophisticated investors.

LCS generally requires a minimum account size of $1 million in order to establish a Separately

Managed Account, although LCS may, in its sole discretion, require a larger amount or accept a

smaller amount of initial assets from a potential Client.